Directors Report of Indag Rubber Ltd.

Mar 31, 2019

To

The Members,

The Board of Directors are pleased to present the Annual Report of the Company together with the audited standalone and consolidated Financial Statements for the year ended March 31, 2019.

FINANCIAL RESULTS AND STATE OF THE COMPANY’S AFFAIRS

Particulars	Standalone		Consolidated
	2018-19 (Rs. in lakh)	2017-18 (Rs. in lakh)	2018-19 (Rs. in lakh)	2017-18 (Rs. in lakh)
Sales and other Income (net of excise duty)	17377.32	17103.19	17822.62	17524.89
Profit before Finance Cost & Depreciation	1697.95	2489.47	1968.96	2747.65
Finance Cost	25.67	20.52	166.15	197.73
Profit before Depreciation	1672.28	2468.95	1802.81	2549.92
Depreciation	314.03	305.70	388.63	380.30
Profit before tax	1358.25	2163.25	1414.18	2169.62
Profit after tax (before minority)	1057.38	1575.96	1100.67	1580.39
Profit after tax (after minority)	1057.38	1575.96	1074.56	1576.69
Transfer to General Reserve	-	-	-	--
Interim Dividend	236.25	236.25	-	-
Final Dividend	393.75	393.75	-	-

PERFORMANCE REVIEW

During the year under review your Company had net revenue of Rs.173.77 crores as against Rs.171.03 crores in the previous year. The Profit before finance cost and depreciation amounted to Rs.16.97 crores as against Rs. 24.89 crores in the previous year.

Profit before tax during the year worked out to Rs. 13.58 crores as compared to Rs. 21.63 crores in the previous year.

The financial results and the results of operations, including major developments have been further discussed in various sections of this report.

INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control system are given in the Management Discussion and Analysis Report.

DIVIDEND

During the year the Board of Directors had declared an Interim Dividend of Rs. 0.90/- per equity share of face value of Rs. 2/- each (45%) on November 13, 2018 which has been paid to the members on December 10, 2018.

The Directors are pleased to recommend a final dividend of Rs.1.50/- per equity share of face value of Rs. 2/- each (75%) for the financial year 2018-19, thus making a total dividend of Rs. 2.40/- per equity share of Rs. 2/- each (120%).

Subject to the approval of shareholders at the ensuing Annual General Meeting, the final dividend will be paid to those Members whose name appears on the Register of Members of the company as on close of business hours on July 23, 2019 if shares are held in physical form; in respect of shares held in dematerialized form it will be paid to those members whose names are furnished by NSDL and CDSL, as beneficial owners as on July 16, 2019.

INVESTOR EDUCATION AND PROTECTION FUND

Dividend which was declared by the company for the year ended March 31, 2012 at the Annual General Meeting held on July 14, 2012 and remained unclaimed will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government within 30 days from August 20, 2019 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March, 2012 from the shareholders. Notice for unpaid dividend is attached with this annual report.

Details of unclaimed dividend and equity shares in respect of which dividend remained unpaid for a period of 7 consecutive years were transferred to Investor Education and Protection Fund as under-

Year	Type	Amount transferred to IEPF (in Rs.)	Date on which dividend transferred to IEPF	Number of shares transferred to IEPF	Date on which shares transferred to IEPF
2010-11	Final	1,86,070.00	10.10.2018	2,500	01.10.2018
2011-12	Interim	1,16,510.00	30.11.2018	1,000	28.11.2018

Details of resultant benefit i.e. Dividend arising out of the shares already transferred to IEPF are as under-

Year	Shares already transferred to IEPF	Dividend directly transferred to IEPF (in Rs.)
2017-18 (Final)	2,06,188	3,09,282.00
2018-19 (Interim)	2,09,438	1,88,494.20

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2019.

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Harjiv Singh was appointed as an Independent Director of the company for the second consecutive term of five (5) years from May 24, 2018 till May 23, 2023 with the approval of the Members in the Annual General Meeting held on August 14, 2018.

Pursuant to amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members by way of special resolution through postal ballot / remote e-voting is being sought for reappointing Mr. P.R. Khanna and Ms.Bindu Saxena for a second consecutive term of five (5) years and Mr. R. Parameswar for second consecutive term of two (2) years respectively, with effect from April 1, 2019. Mr. PR. Khanna and Mr.R.Parameswar have attained the age of 75 years and are physically fit to continue as Independent Directors. The e-voting period has commenced on March 28, 2019 and ends on April 26, 2019.

Mr. K.K. Kapur will complete his term as Whole-time Director on May 31, 2019. As recommended by the Nomination and Remuneration Committee, the Board has re-appointed Mr. K.K. Kapur as Whole-time Director (Key Managerial Personnel designated as Chief Executive Officer) for a further period of two (2) years with effect from June 1, 2019, subject to the approval of the members by way of special resolution, as Mr. Kapur has attained the age of 70 years. Mr. K.K. Kapur retires by rotation and, being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. K.K. Kapur as Whole-time Director liable to retire by rotation.

The information on the particulars of directors eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

Mr. J.K. Jain will complete his term as Chief Financial Officer (Key Managerial Personnel) on June 30, 2019. Based on the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board appointed Mr. J.K. Jain as Chief Financial Officer for a further period of two (2) years with effect from July 1, 2019.

INDEPENDENT DIRECTORS’ DECLARATION

Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board confirms that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Remuneration Policy applies to Directors and senior management personnel. The policy is approved by the Nomination and Remuneration Committee and the Board.

The policy is available on the company’s website and web link for the same is http://indagrubber.in/wp-content/uploads/ NRC-policy.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non-Executive Directors are paid sitting fee and commission in accordance with the Companies Act, 2013.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Mr. R. Parameswar as Chairman and Mr. Nand Khemka and Mr. K.K. Kapur as members. The details of terms of reference of the Committee member, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprises of Mr. R. Parameswar as Chairman and Mr. Nand Khemka and Mr. PR. Khanna as members. The details of terms of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of directors and employees who avail of the mechanism. In exceptional cases, directors and employees have direct access to the Chairman of the Audit Committee.

Vigil Mechanism (Whistle Blower Policy) is available on the company’s website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

The company has complied with the provision relating to constitution of Internal Complaints Redressal Committee under the Act. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the financial year 2018-2019, the details of the complaint(s) were as under-

1.	Number of complaints filed during the financial year	Nil
2.	Number of complaints disposed of during the financial year	Not Applicable
3.	Number of complaints pending as on end of the financial year	Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure ‘I’, which forms part of the report.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2015 standards and ISO 14001:2015 standards.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprises of Mr. Nand Khemka as the Chairman and Mr. PR. Khanna and Mr. K.K. Kapur as the members.

During the year, we continued CSR activities towards improving the quality of life interalia, of the community in and around Nalagarh through health programs, education and better agricultural and dairy farming practices. We also continued our support to five (5) Navi Disha Schools at Nabha engaged in imparting education to under privileged students. Details about CSR policy and initiatives taken by the Company during the year are available on company’s website www.indagrubber.com.

The web-link of the same is http://indagrubber.in/indag/wp-content/uploads/2015/06/CSR_Policy.pdf.

Report on CSR activities is given in Annexure ‘II’ forming part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure ‘III’.

SUBSIDIARIES AND JOINT VENTURE

During the year under review, your Company incorporated a Wholly Owned Subsidiary (WOS), Alberieth EV Services Private Limited(India) for entering into a new business segment of electric mobility infrastructure services. Thereafter, the Company entered into a Joint Venture Agreement with EPIC Mobility Technologies Pte Ltd. (Singapore) and SUN Mobility Pte Ltd. (Singapore) for converting Alberieth EV Services (P) Ltd (WOS) into a Joint Venture Company (JVCO), which was renamed as SUN Mobility EV Infra Private Limited (India), for leveraging capabilities and synergies of each other for electric mobility infrastructure services.

A statement containing salient features of the financial statements of the Company’s subsidiary, step down subsidiary and joint venture is attached to the financial statements of the Company in Form AOC-1 as Annexure ‘IV’.

Copies of the financial statement of the subsidiary and joint venture companies will be available on the Company’s website www.indagrubber.com. The company has framed a Policy for determining Material Subsidiary.

AUDITORS

Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of the Company were appointed in the 38th Annual General Meeting held on June 19, 2017 to hold office until the conclusion of 43rd Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

Secretarial Audit was conducted during the year by the Secretarial Auditors RMG & Associates, Practicing Company Secretaries. The Secretarial Audit Report is attached as Annexure ‘V’. There are no qualifications or observations or remarks made by the Secretarial Auditors in their report.

COST AUDITORS

Based on the recommendation of Audit Committee, the Board approved the appointment of Shome & Banerjee, Cost Accountants, as the Cost Auditors of the company for the financial year 2019-2020 at a remuneration of Rs. 1,50,000/-(One lakh Fifty Thousand) plus out of pocket expenses and taxes. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing General Meeting.

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the cost accounts and records are being made and maintained by the company.

Cost Audit Report for the financial year ended on March 31, 2018 was filed on September 10, 2018.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

LOANS, GUARANTEES OR INVESTMENTS

The company has made investments in securities of other body corporate(s) and given guarantees in the ordinary course of its business, the details of which are given in Notes ‘5 & 11’ to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.

DEPOSIT

Your company has not accepted any deposit and accordingly no amount was outstanding as at the Balance Sheet date.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure ‘VI’ to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during the financial year were in the ordinary course of business and at arm’s length basis, which were not material in nature. All related party transactions were entered with the omnibus/ prior approval of the Audit Committee and periodically placed before the Board for review. The details of the transactions with related party are provided in the company’s financial statements in accordance with the Accounting Standards.

During the year under review, members accorded approval through Postal Ballot/ Remote E-voting for entering into a material related party transaction with Elcom Systems (P) Limited for sub-lease of MRO facility for a period of 9 years 6 months, with lock-in-period of 9 years, on a monthly lease rent of Rs. 36/- per sq.ft, (basic rent of Rs. 20/- per sq.ft and rent premium upto Rs.16/- per sq.ft) which was at arm’s length.

The company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.indagrubber.com.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form MGT-9 are given in Annexure-VII.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members are requested to avail the facility of dematerialization of shares with either of the depositories as aforesaid. As on March 31, 2019, 98.91% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report.

CODE OF CONDUCT

Directors, key managerial personnel and senior management of the company have confirmed compliance with the Code of Conduct applicable to the directors and employees of the company and the declaration in this regard made by the CEO & Whole Time Director forms a part of this report of the directors. Code of Conduct is available on the company’s website www.indagrubber.com.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from RMG & Associates, Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

COMPLIANCE WITH SECRETARIAL STANDARD

Secretarial Standard 1: Meetings of the Board of Directors and Secretarial Standard 2: General Meetings, as applicable have been complied by the company.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT-

	Particulars	Number of shareholders	Number of shares
A.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	179	70530
B.	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	8	2000
C.	Number of shareholders to whom shares were transferred from suspense account during the year	8	2000
D.	Number of shareholders who have not claimed dividend for last 7 years, and whose shares have been transferred to IEPF account of MCA from Demat Suspense Account	Nil	Nil
E.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year The voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares	171	68530

ANNEXURES FORMING A PART OF BOARD’S REPORT

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Report on Corporate Social Responsibility
III	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
IV	Form AOC-1
V	Secretarial Audit Report
VI	Management Discussion and Analysis Report
VII	MGT-9

CAUTIONARY STATEMENT

Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2018-19 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a “going concern basis”.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) That the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.

By Order of the Board of Directors

For Indag Rubber Limited

Place : New Delhi

Date : April 20, 2019 Nand Khemka

Chairman & Managing Director

DIN: 00211084

---

Mar 31, 2018

To

The Members,

The Directors are pleased to present the 39th Annual Report of the Company together with the standalone and consolidated Audited Statements of Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2017-18 (Rs. / lakhs)	2016-17 (Rs. / lakhs)	2017-18 (Rs. / lakhs)	2016-17 (Rs. / lakhs)
Sales and other Income (net of excise duty)	17103.19	18978.32	17524.89	19123.17
Profit before Finance Cost & Depreciation	2489.47	3514.56	2747.65	3592.69
Finance Cost	20.52	30.75	197.73	77.46
Profit before Depreciation	2468.95	3483.81	2549.92	3515.23
Depreciation	305.70	296.30	380.30	316.95
Profit before tax	2163.25	3187.51	2169.62	3198.28
Profit after tax (before minority)	1575.96	2187.32	1580.39	2193.39
Profit after tax (after minority)	1575.96	2187.32	1576.69	2187.29
Transfer to General Reserve	-	-	-	-
Interim Dividend	236.25	236.25	-	-
Proposed Final Dividend	393.75	393.75	-	-

PERFORMANCE REVIEW

During the year under review your Company had net revenue of Rs. 171.03 crores as against Rs. 189.78 crores in the previous year. The Profit before finance cost and depreciation amounted to Rs. 24.89 crores as against Rs. 35.14 crores in the previous year.

Profit before tax during the year worked out to Rs.21.63 crores as compared to Rs. 31.87 crores in the previous year.

DIVIDEND

During the year the Board of Directors had declared an Interim Dividend of Rs. 0.90 per equity share of face value of Rs. 2/- each (45%) on November 10, 2017 which has been paid to the members on November 29, 2017.

The Directors are pleased to recommend a final dividend of Rs. 1.50/- per equity share of face value of Rs. 2/- each (75%) for the financial year 2017-2018, thus making a total dividend of Rs.2.40/-per equity share of Rs. 2/- each (120%).

Subject to the approval of shareholders at the ensuing Annual General Meeting, the final dividend will be paid to those shareholders whose name appears on the Register of Members of the company as on close of business hours on August 14, 2018 if shares are held in physical form; in respect of shares held in dematerialized form it will be paid to those members whose names are furnished by NSDL and CDSL, as beneficial owners as on August 07, 2018.

INVESTOR EDUCATION AND PROTECTION FUND

Dividend which was declared by the company for the year ended March 31, 2011 at the Annual General Meeting held on August 09, 2011 and remained unclaimed will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government on September 15, 2018 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March, 2011 from the shareholders. Notice for unpaid dividend is attached with this annual report.

Details of unclaimed dividend and equity shares in respect of which dividend remained unpaid for a period of 7 consecutive years were transferred to Investor Education and Protection Fund as under-

Year	Type	Amount transferred to IEPF	Date on which dividend transferred to IEPF	Number of shares transferred to IEPF	Date on which shares transferred to IEPF
2007-08	Final	192,820/-	22.08.2015	-	-
2008-09	Final	1,91,546/-	12.08.2016	1,87,430	04.12.2017
2009-10	Interim	1,15,182/-	30.11.2016	9,010	04.12.2017
2009-10	Final	2,24,825/-	29.09.2017	5,750	04.12.2017
2010-11	Interim	1,19,556/-	29.12.2017	3,998	04.01.2018

All future benefits on such shares would also be transferred to IEPF.

TRANSFER TO RESERVES

There was no transfer to General Reserves during the financial year 2017-2018.

The appropriations for the year are:- (Rs. / lakhs)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Reserve at the beginning of the year	1,118.80	1,118.80
Transfer to General Reserve	-	-
Reserve at the end of the year	1,118.80	1,118.80
Balance of Profit & Loss account at the year end	16,062.07	15,244.37
Other comprehensive income at the year end	339.48	265.11

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to MCA notification, Mr. Harjiv Singh incurred disqualification under section 164(2) of Companies Act, 2013 and automatically vacated the office of Independent Director on September 12, 2017. Against this, a Writ Petition was filed by him before Hon’ble High Court of Delhi, which was disposed of in his favour on March 22, 2018.

On the recommendation of Nomination and Remuneration Committee, Board appointed Mr.Harjiv Singh as an Additional and Independent Director of the Company for a second term of five (5) consecutive years from May 24, 2018 till May 23, 2023.

As per the provisions of the Companies Act, 2013, Mr. Shiv Khemka will retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment.

The information on the particulars of directors eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting. The Board recommends their appointment.

INDEPENDENT DIRECTORS’ DECLARATION

Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Remuneration Policy applies to directors and senior management personnel. The policy is approved by the Nomination and Remuneration Committee and the Board.

The policy is available on the company’s website and web link for the same is http://indagrubber.in/indag/wp-content/ uploads/NRC-policy.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. NonExecutive Directors are paid sitting fee and commission in accordance with the Companies Act, 2013.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Mr. R.Parameswar as Chairman and Mr.Nand Khemka and Mr.K.K.Kapur as members. The details of terms of reference of the Committee, its composition, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprises of Mr. R. Parameswar as Chairman and Mr. Nand Khemka, Mr.P.R.Khanna as members. The details of terms of reference of the Audit Committee, its composition, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of directors and employees who avail of the mechanism. In exceptional cases, directors and employees have direct access to the Chairman of the Audit Committee.

Vigil Mechanism (Whistle Blower Policy) is available on the company’s website.

CODE OF CONDUCT

Directors, key managerial personnel and senior management of the company have confirmed compliance with the Code of Conduct applicable to the directors and employees of the company and the declaration in this regard made by the CEO & Whole Time Director is attached as Annexure ‘I’ which forms a part of this report of the directors. Code of Conduct is available on the company’s website www.indagrubber.com.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

During the financial year 2017-18, no complaint was received under the policy.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure ‘II’.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2008 standards and ISO 14001:2004 standards.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprises of Mr. Nand Khemka as the Chairman and Mr.P.R.Khanna and Mr.K.K.Kapur as the members.

During the year, we continued CSR activities towards improving the quality of life interalia, of the community in and around Nalagarh through health and sanitation, education and vocational skill based training program. Details about CSR policy and initiatives taken by the Company during the year are available on company’s website www.indagrubber.com.

The web-link of the same is http://indagrubber.in/indag/wp-content/uploads/2015/06/CSR_Policy.pdf

Report on CSR activities is given in Annexure ‘III’ forming part of this report.

AUDITORS

Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of the Company were appointed in the 38th Annual General Meeting held on June 19, 2017 to hold office until the conclusion of 43rd Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor RMG & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as Annexure ‘IV’. There are no qualifications or observations or remarks made by the Secretarial Auditor in their report.

COST AUDITORS

Board has on the recommendation of Audit Committee, approved the appointment of Shome & Banerjee, Cost Accountants, as the Cost Auditors of the company for the year 2018-2019 at a remuneration of Rs. 1 lac plus out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM.

Cost Audit Report for the financial year ended March 31, 2017 was filed on August 30, 2017.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

LOANS, GUARANTEES OR INVESTMENTS

The company has made investments in securities of other body corporate(s) and given guarantees in the ordinary course of its business, the details of which are given in Note ‘11’ to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.

FIXED DEPOSIT

Your company has not accepted any fixed deposit and, accordingly no amount was outstanding as at the Balance Sheet date.

SUBSIDIARIES

The shareholding of the company in SUN-AMP Solar India Pvt. Ltd has come down to 51% as on March 31, 2018 against 75.84% holding earlier, due to conversion of compulsorily convertible debentures into equity shares by SUN-AMP Solar India (P) Ltd.

As on March 31, 2018 SUN-AMP Solar India (P) Ltd. holds 81.79% equity shares in Samyama Jyothi Solar Energy (P) Ltd. (step-down subsidiary). On May 4, 2018 Samyama Jyothi Solar Energy (P) Ltd. became wholly-owned subsidiary of SUN-AMP Solar India (P) Ltd.

A statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached as Annexure ‘V’ to this report.

The company has framed a Policy for determining Material Subsidiary.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during the financial year were in the ordinary course of business and at arm’s length basis, which were not material in nature. All related party transactions were entered with the omnibus/ prior approval of the Audit Committee and periodically placed before the Board for review. The details of the transactions with related party are provided in the company’s financial statements in accordance with the Accounting Standards.

The company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.indagrubber.com

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in Annexure ‘VI’.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of particulars of Board of Directors) Rules, 1988 are set out in Annexure ‘VII’, which forms part of the report.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members are requested to avail the facility of dematerialization of shares with either of the depositories as aforesaid. As on March 31, 2018, 98.66% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure ‘VIII’ and the Certificate from RMG & Associates, Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure ‘IX’.

COMPLIANCE WITH SECRETARIAL STANDARD

Secretarial Standard 1: Meetings of the Board of Directors and Secretarial Standard 2: General Meetings, as applicable have been complied by the company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure ‘X’ to this Report.

ANNEXURES FORMING A PART OF BOARD’S REPORT

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
I	CEO & Whole Time Director’s Certificate under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of Code of Conduct
II	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
III	Report on Corporate Social Responsibility
IV	Secretarial Audit Report
V	Form AOC-1
VI	MGT-9
VII	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VIII	Corporate Governance Report
IX	Certificate from Practicing Company Secretary on Corporate Governance Report
X	Management Discussion and Analysis Report

CAUTIONARY STATEMENT

Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2017-18 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a “going concern basis”.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) That the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.

For and on behalf of the Board of Directors

Indag Rubber Limited

Nand Khemka

Date : May 24, 2018 Chairman & Managing Director

Place: New Delhi DIN: 00211084

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Mar 31, 2017

DIRECTORS’ REPORT

TO

THE MEMBERS,

Your Directors are pleased to present the 38th Annual Report of the Company together with the standalone and consolidated Audited Statements of Accounts for the year ended March 31, 2017.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2016-17 (Rs. In lacs)	2015-16 (Rs. in lacs)	2016-17 (Rs. In lacs)
Sales and other Income	18998.55	25787.81	19143.95
Profit before Finance Cost & Depreciation	3504.01	5094.13	3582.12
Finance Cost	30.75	29.42	81.37
Profit before Depreciation	3473.26	5064.71	3500.75
Depreciation	296.30	275.87	316.95
Profit before tax	3176.96	4788.84	3183.80
Profit after tax (before minority)	2204.42	3197.45	2206.56
Profit after tax (after minority)	2204.42	3197.45	2201.78
Transfer to General Reserve	-	-	-
Interim Dividend	236.25	236.25	-
Proposed Final Dividend	393.75	393.75	-

PERFORMANCE REVIEW

During the year under review your Company had net revenue of Rs. 189.99 crores as against Rs. 257.88 crores in the previous year. The Profit before finance cost and depreciation amounted to Rs. 35.04 crores as against Rs. 50.94 crores in the previous year.

Profit before tax during the year worked out to Rs. 31.77 crores as compared to Rs. 47.89 crores in the previous year.

DIVIDEND

During the year the Board of Directors declared an Interim dividend of Rs. 0.90 per equity share of Rs. 2/- each (45%) on October 24, 2016 which has been paid to the members on November 16, 2016.

The Directors are pleased to recommend a final dividend of Rs. 1.50/- per equity share of Rs. 2/- each (75%) for the financial year 2016-2017 thus making a total dividend of Rs.2.40/-per equity share of Rs. 2/- each (120%).

Subject to the approval of shareholders at the ensuing Annual General Meeting, the final dividend will be paid to those shareholders whose name appears on the Register of Members of the company as on close of business hours on June 19, 2017 (if shares are held in physical form); in respect of shares held in dematerialized form it will be paid to those members whose names are furnished by NSDL and CDSL, as beneficial owners as on June 12, 2017.

INVESTOR EDUCATION AND PROTECTION FUND

Dividend which was declared by the company for the year ended March 31, 2010 at the Annual General Meeting held on July 30, 2010 and remained unclaimed will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government on September 05, 2017 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March 31, 2010 from the shareholders. Notice for unpaid dividend is attached with this annual report.

Dividend remitted to IEPF during the last three years:

Year	Type	Amount transferred to IEPF
2007-08	Final	1,92,820/-
2008-09	Final	1,91,546/-
2009-10	Interim	1,15,182/-

The Company is required to transfer the shares in respect of which the dividend remained unpaid or unclaimed for a period of seven consecutive years to IEPF account. All future benefits on such shares would also be transferred to IEPF.

TRANSFER TO RESERVES

There was no transfer to General Reserves during the financial year 2016-2017.

The appropriations for the year are:- Rupees in lacs

Particulars	Year Ended March 31, 2017	Year Ended March 31, 2016
Reserve at the beginning of the year	1,118.80	1,118.80
Transfer to general Reserve	-	-
Reserve at the end of the year	1,118.80	1,118.80
Balance of Profit & Loss account at the year end	15,034.54	13,588.37

INDUSTRY EXPERIENCE

During the year, prices of natural and synthetic rubber witnessed a sharp increase after declining for two consecutive years.

Industry faced competition from tyre manufacturers engaged in retreading and also from import of cheap tyres from China. Tyre import has come down significantly after demonetization. There has been overall shrinkage in the market size of the retreading industry.

OPPORTUNITIES AND THREATS

The implementation of GST during first quarter of financial year 2017-2018 is anticipated to improve performance of organized retreading sector. GST would hit unorganized retreading sector, who are able to take benefit in the current scenario, which would not be possible under the GST regime.

Underscoring a major need for skill training in tyre sector and rubber technology, the Government proposes to set up a national institute which would help the industry in employing skilled people.

Government is taking every possible initiative to boost the infrastructure sector, urban development and implementation of National Highway Building project in different phases. All these initiatives would revive the transport industry which will bring growth in coming years.

However, cheap Chinese tyres will continue to be a threat to retreading industry, unless anti-dumping duty is levied. RISK AND AREA OF CONCERN

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor various risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations at its Head Office, Plants and Depots. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures.

Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Harjiv Singh, as an Independent Director of the company with effect from August 9, 2016, to fill up the casual vacancy caused due to resignation of Mr.K.M.S.Ahluwalia w.e.f. February 10, 2016. The Company has received requisite notice under Section 160 of the Companies Act, 2013 from a member signifying his intention to propose the candidature of Mr. Harjiv Singh as Independent Director who would hold office till March 31, 2019, not liable to retire by rotation.

As per the provisions of the Companies Act, 2013, Mr. Uday Harsh Khemka will retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment. The Board recommends his re-appointment.

The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Mr. R.Parameswar as Chairman and Mr. Nand Khemka and Mr. K.K.Kapur as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. R. Parameswar as Chairman and Mr. Nand Khemka, Mr. P.R.Khanna as members. The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower Policy) is available on the company''s website.

CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the CEO & Whole Time Director is attached as Annexure ‘I’ which forms a part of this Report of the Directors. The Code of Conduct is available on the Company''s website www.indagrubber.in.

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs. The company has taken steps for safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipments etc.

The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. On the job training as well as classroom training by way of seminars, conventions, functional and managerial programs for capability development and building technical expertise were attended by respective functions such as Sales & Marketing, Finance & Accounts, Procurement, Supply Chain, HR etc. The Company organized a diagnostic camp to monitor health as well as physical and emotional well-being of all employees and workers. There were 345 regular employees as at March 31, 2017.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013”.

During the financial year 2016-17, no complaint was received under the policy.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure ‘II’.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2008 standards and ISO 14001:2004 standards.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprises of Mr. Nand Khemka as the Chairman and Mr. P.R.Khanna and Mr. K.K.Kapur as the members.

During the year we focused on improving the quality of life of the community in and around Nalagarh through health and sanitation, education and skill based training, sports and infrastructure development. Details about the CSR policy and initiatives taken by the Company during the year are available on your company''s website www.indagrubber.in.

The Report on CSR activities is given in Annexure ‘III’ forming part of this Report.

AUDITORS

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 35th Annual General Meeting to hold office until the conclusion of 38th Annual General Meeting.

As per Companies Act, 2013, M/s S.R.Batliboi & Co.LLP have completed their term and are not eligible for re-appointment. Based on the recommendation of Audit Committee, your company seeks approval for the appointment of M/s. Khanna

& Annandhanam, Chartered Accountants as our Statutory Auditors to hold office from the conclusion of 38^th Annual General Meeting upto the conclusion of 43^rd Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. RMG & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as Annexure ‘IV’. There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s. Shome & Banerjee, Cost Accountants, as the Cost Auditors of the company for the year 2017-2018 at a remuneration of Rs. 1 lac plus out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM.

The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2016 was September 30, 2016 and the Cost Audit report was filed in XBrL mode on September 8, 2016.

LOANS, GUARANTEES OR INVESTMENT

In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates. The company has made investments in securities of other body corporate(s) and given guarantees in the ordinary course of its business, the details of which are given in Note ‘11'' to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.

FIXED DEPOSIT

Your company has not accepted any fixed deposit and, accordingly no amount was outstanding as at the Balance Sheet date.

SUBSIDIARIES

The Company had made investment of 75.84% in the equity of SUN-AMP Solar India Pvt. Ltd which has become subsidiary on October 13, 2016. SUN-AMP Solar India Pvt. Ltd holds 74% equity in Samyama Jyothi Solar Energy Private Limited (step-down subsidiary).

A statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company as Annexure ‘V’.

The company has framed a Policy for determining Material Subsidiary.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during the financial year were in the ordinary course of business and at arm''s length basis, which were not material in nature. All related party transactions were entered with the prior or omnibus approval of the Audit Committee and periodically placed before the Board for review. The details of the transactions with Related Party are provided in the company''s financial statements in accordance with the Accounting Standards.

The company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.indagrubber.in

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in Annexure ‘VI’.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of particulars of Board of Directors) Rules, 1988 are set out in Annexure ‘VII’, which forms part of the report.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2017, 98.37% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure ‘VIII’ and the Certificate from RMG & Associates, Practicing Company Secretary confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure ‘IX’.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are already dealt with in various sections of this Report.

ANNEXURES FORMING A PART OF DIRECTOR’S REPORT

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
I	CEO & Whole Time Director''s Certificate under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of Code of Conduct
II	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
III	Report on Corporate Social Responsibility
IV	Secretarial Audit Report
V	Form AOC-1
VI	Extract of the Annual Return in Form MGT-9
VII	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo
VIII	Corporate Governance Report
IX	Certificate from Practicing Company Secretary on Corporate Governance Report

CAUTIONARY STATEMENT

Statements in this report, describing the Company''s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company''s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

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Mar 31, 2015

THE MEMBERS,

The Directors are pleased to present the 36th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31,2015.

FINANCIAL RESULTS

Particulars 2014-15 2013-14 (Rs. In lacs) (Rs. in lacs)

Sales and other Income 24527.13 23386.93

Profit before Finance Cost & Depreciation 4424.26 3872.79

Finance Cost 23.02 18.90

Profit before Depreciation 4401.24 3853.89

Depreciation 196.29 252.15

Profit before tax 4204.95 3601.74

Profit after tax 3258.86 2754.51

Transfer to General Reserve — 280.00

Interim Dividend 236.25 183.75

Proposed Final Dividend 393.75 341.25

PERFORMANCE REVIEW

During the year under review your Company has achieved gross revenue of Rs. 245.27 crore as against Rs. 233.86 crore in the previous year. The Profit before finance cost and depreciation amounted to Rs. 44.24 crore as against Rs. 38.73 crore in the previous year. Higher profit was achieved mainly through higher sales volume.

Profit before tax during the year worked out to Rs. 42.05 crore as compared to Rs. 36.02 crore in the previous year. SUB-DIVISION OF EXISTING SHARES

After obtaining the approval of Shareholders by way of postal ballot, results of which were announced on March 20, 2015, the existing equity shares of Rs. 10/- each were split into equity shares of Rs. 2/- each. The new share certificates were issued to the shareholders holding Equity Shares in physical form and were directly credited to the beneficiary accounts of those members who were holding the shares in electronic form as on April 24, 2015 i.e. date which was fixed as Record Date for aforesaid corporate action.

DIVIDEND

During the year the Board of Directors declared an Interim dividend of Rs. 4.50 per equity share of Rs. 10/- each (45%) on September 27, 2014 which has been paid.

The Directors are pleased to recommend a final dividend of Rs. 1.50 per equity share of Rs. 2/- each (75%) for the financial year 2014-2015 thus making a total dividend of 120%. The dividend is tax free in the hands of the Members.

Subject to the approval of shareholders at the ensuing Annual General Meeting, the final dividend will be paid to those shareholders whose name appears on the register of members of the company as on August 14, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Dividend which was declared by the company for the year ended March 31,2008 at the Annual General Meeting held on July 30, 2008 and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government on August 29, 2015 pursuant to the provisions of Companies Act, 1956 and 2013. Thereafter no claim shall lie on dividend for the year ended March, 2008 from the shareholders. Individual notices have already been sent to the shareholders concerned on January 10, 2015, pursuant to Rule 4A of the Companies Unpaid Dividend (Transfer to General Reserve Accounts of the Central Government) Rules, 1978, and also attached with the Notice convening 36th Annual General Meeting.

TRANSFER TO RESERVES

The appropriations for the year are:- Rupees in lacs

Particulars Year Ended Year Ended March 31,2015 March 31,2014

Reserve at the beginning of the year 1118.80 838.80

Transfer to General Reserve - 280.00

Reserve at the end of the year 1118.80 1118.80

Balance of Profit & Loss account at the year end 10676.70 8181.86

INDUSTRY EXPERIENCE

Road transport is the primary logistics provider in the country, which has steadily increased in the last few years. As the backbone of an economy, the logistics sector has to provide cost effective, prompt and reliable transportation. Tyre retreading in India has gained greater acceptance in the commercial segment, especially truck/bus and light commercial vehicle (LCV) tyres, due to significant operational savings.

OPPORTUNITIES AND THREATS

Start of work on large Infrastructure Projects and Mines will result in greater movement of materials resulting in expansion of vehicle population, which is expected to give boost to retreading industry.

However retreading sector is highly fragmented. A section of retreading industry does not adhere to good quality standards posing a threat to the industry as a whole.

RISK AND AREA OF CONCERN

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to manage/ mitigate the same through a properly defined framework.

In line with the new regulatory requirements, the company has formally framed a Risk Management Policy to identify and assess the key risks areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the Chairmanship of Mr. Nand Khemka has also been constituted to oversee the risk management process in the company.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations at its Head Office, Plants and Depots. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures.

Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

The Audit Committee also met the company's Statutory Auditors to ascertain their views on the financial statements, including the Financial Reporting Systems, Compliance to Accounting Policies and Procedures, the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

DIRECTORS

Sh. S. L. Khemka, who was appointed as the first Director of the company has resigned from the Board on 25 July, 2014. The Board of Directors records their appreciation for the services, rendered by Sh. S.L.Khemka during his tenure since June, 1978.

Sh. Uday Khemka was appointed as Additional Director (Non-Executive) on October 8, 2014, who shall hold office upto the ensuing Annual General Meeting.

The Companies Act, 2013 requires that a women Director should be member of the Board of Directors. Ms. Bindu Saxena was appointed as an Additional Director (Independent) in the meeting of the Board of Directors held on October 8, 2014, who holds office upto the ensuing Annual General Meeting.

Approval for the appointment of Ms. Bindu Saxena (Independent Director for a period of five (5) years) is being sought in the Annual General Meeting. Approval for appointment of Sh.Uday Khemka as Director on the Board is also being sought in the AGM. He will be liable to retire by rotation, as per Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. K. K. Kapur, CEO and Whole Time Director of the Company, is due to retire by rotation and being eligible offered himself for re-appointment.

The information on the particulars of Director eligible for appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes to the notice convening the Annual General Meeting.

Sh. Nand Khemka, Chairman cum Managing Director of the company has been re-appointed with effect from April 1,2015 for a period of five (5) years, pursuant to the approval of the members of the company which was sought through Postal Ballot/ Electronic Voting, the results of which were declared on March 20, 2015. The approval of the Central Government is yet to be received.

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the CEO & Whole Time Director is attached as Annexure 'I' which forms a part of this Report of the Directors. The Code of Conduct is available on the Company's website www.indagrubber.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. J.K.Jain was re-appointed as Chief Financial Officer for a further period of 5 years effective from July 1, 2014 till June 30, 2019.

Mrs. Manali D. Bijlani resigned effective from March 21,2015. Mr. Avinash Kumar Singh was appointed as the Company Secretary effective from March 23, 2015.

In the Board meeting held on May 21, 2015 Mr. Avinash Kumar Singh resigned and in his place, Mrs. Manali D. Bijlani was reappointed as the Company Secretary.

HUMAN RESOURCE MANAGEMENT & HEALTH, SAFETY AND ENVIROMENT

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. Your Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. There were 384 regular employees as at March 31,2015.

Your company has taken initiates for health and safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipments etc.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013". During the year, no complaint was received under the policy.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure 'II'.

COMMITMENT TO QUALITY

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2008 standards at Nalagarh Plant and Head Office.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprises of Sh. Nand Khemka as the Chairman and Sh.PR.Khanna and Sh. K.K.Kapur as the members.

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR policy (available on your company's website www.indagrubber.com) and the contents of the policy together with Report on CSR activities is given in Annexure 'III' forming part of this Report.

AUDIT COMMITTEE

The Audit Committee comprises of Sh. R. Parameswar as Chairman and Sh. Nand Khemka, Sh. PR.Khanna and Sh. K.M.S. Ahluwalia as members. The details of term of reference of the Audit Committee members, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism. In exceptional cases, Directors and

Employees have direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the company's website.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Sh.R.Parameswar as Chairman and Sh.Nand Khemka and Sh.K.K.Kapur as members. The details of terms of reference of the Committee members, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDITORS

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors were appointed in the 35th AGM to hold office until the conclusion of 38th AGM. Your company seeks ratification of the appointment of Statutory Auditors at the ensuing Annual General Meeting.

There are no qualifications or reservations or adverse remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. P. K. Jain & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as Annexure 'IV'.

There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his Report.

COST AUDITORS

M/s. Shome & Banerjee, Cost Accountants, were appointed as Cost Auditors of the Company to conduct the Cost Audit for the Financial Year 2014-15. The Board in its meeting held on April 11, 2015 re-appointed the Cost Auditors for the year 2015-2016 and the proposed remuneration of the Cost Auditors would be determined by the members in the ensuing AGM.

LOANS, GUARANTEES OR INVESTMENT

It is the company's policy not to give loans directly or indirectly to any person(except employees) or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. In compliance with section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

The company has made investments in securities of other body corporate(s), the details of which are given in Note 11 to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.

FIXED DEPOSIT

Your company has not accepted any fixed deposit and, accordingly no amount was outstanding as at the Balance Sheet date.

SUBSIDIARIES

Your company does not have any subsidiary within the meaning of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions are in the ordinary course of business and at arm's length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) (a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in Annexure 'V'.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of particulars of Board of Directors) Rules, 1988 are set out in Annexure 'VI', which forms part of the report.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31,2015, 96.74% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure 'VII' and the Certificate from M/s. PK.Jain & Associates, Practicing Company Secretary confirming compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed as Annexure 'VIII'.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by Clause 49 of the Listing Agreement, are already dealt with in various sections of this Report.

ANNEXURES FORMING A PART OF DIRECTOR'S REPORT

The Annexures referred to in this Report and other information which is required to be disclosed are annexed herewith and form a part of this Report:

Particulars

CEO & Whole Time Director's Certificate under Clause 49(II)(E) of the Listing Agreement on compliance of Code of Conduct

Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013

Report on Corporate Social Responsibility

Secretarial Audit Report

Extract of the Annual Return in Form MGT-9

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Corporate Governance Report

Certificate from Practicing Company Secretary on Corporate Governance Report

CAUTIONARY STATEMENT

Statements in this report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2014-15 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation.

In terms of provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a "going concern basis".

v) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) That the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's

approved policies and procedures have been followed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.

For and on behalf of the Board of Directors Indag Rubber Limited

Nand Khemka Date : May 21,2015 Chairman & Managing Director Place: New Delhi DIN: 00211084

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Mar 31, 2013

To THE MEMBERS,

The Directors are pleased to present the 34th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

Particulars 2012-13 2011-12 (Rs. in lacs) (Rs. in lacs)

Sales and Operating Income 23627.60 21634.40

Profit before Finance Cost & Depreciation 3556.96 3027.33

Finance Cost 16.69 92.49

Profit before Depreciation 3540.27 2934.84

Depreciation 248.79 233.69

Profit before tax 3291.48 2701.15

Profit after tax 2497.38 2087.13

Transfer to General Reserve 250.00 210.00

Interim Dividend 131.25 78.75

Proposed Final Dividend 288.75 236.25

OPERATIONAL PERFORMANCE

During the year under review, your Company has achieved a turnover of Rs. 236.27 crore as against Rs. 216.34 crore in the previous year. The Operational Profit, before making provision for finance cost and depreciation, amounted to Rs. 35.56 crore as against Rs. 30.27 crore in the previous year.

Profit before tax during the year worked out to Rs. 32.91 crore as compared to Rs. 27.01 crore in the previous year.

During the year, your Company has been awarded ''Certificate of Excellence'' in recognition of exemplary growth by Inc. India 500 (2012).

DIVIDEND

During the year, your Directors declared an interim dividend of Rs. 2.50 per equity share on October 8, 2012 which has been paid.

The Directors are pleased to recommend a final dividend of Rs.5.50 per equity share, thus, making a total dividend of Rs.8.00 per equity share for the financial year 2012-2013. The dividend is tax free in the hands of the Members.

INDUSTRY EXPERIENCE

The retread industry''s growth is very much linked to the general growth of the economy; like general economy the growth of retread market in the country has also slowed down during the year. The reduction in mining activity and disturbances in some areas have also adversely affected the growth of retread industry during the year.

OPPORTUNITIES AND THREATS

In the next few years, tyre retreading industry would witness growth due to number of factors such as rise in prices of tyres, growth in commercial vehicles, increasing level of radialisation, development of national highways and increased share of multi-axle trucks.

RISKS AND THEIR MITIGATION

The Company is exposed to various risks which are normal in any business enterprise. The main ones, and the steps undertaken to mitigate these risks are mentioned below:- -

Financial risk: Credit risk on account of material supplied to customers has been mitigated to a large extent by insisting on a number of parties to pay against delivery. In some cases, PDCs are taken against supplies. The risk of delayed payment from STUs is controlled and managed by rigorous follow-up, supply of good quality tread etc., and obtaining PDC before delivery, wherever possible.

- Increase in prices of raw materials: Normal increase in prices of raw materials is generally factored while fixing product prices to the customers. Unexpected increases, however, do affect profitability till prices are revised to meet the increased costs. In case of fixed price contracts, mainly with STUs, unprecedented increase in raw material prices has serious impact on margins. Some STUs do not agree to tread prices being indexed to prices of raw material.

- Changes in government''s policies: Changes in government policies can, at times, materially affect Company''s financial position or investments. There is not much that can be done about it.

- Operational risk: Preventive maintenance is carried out to achieve high level of machine availability. Adequate inventory of stocks at each stage of operation is maintained to keep production going in case of any breakdown.

- Product risk: Research and development is continuously being undertaken to deliver better products, service and value to end-customers.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations at its Head Office, Plant and Depots. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining accountal of assets.

The Company has adequate Budgetary Control System and actual performance is constantly monitored by the management. The Company has well designed organization structure, authority levels and internal guidelines and rules.

Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out resulting in identification of control deficiencies, opportunities for bridging gaps with best practices. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

The External Auditors have evaluated the system of internal controls in the Company and have reported that the same is adequate and commensurate with the size of the Company and the nature of its business.

HUMAN RESOURCE DEVELOPMENT

During the year, the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs/ requirements.

Your Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. There were 329 regular employees during the year.

COMMITMENT TO QUALITY

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2008 standards at Nalagarh Plant and Head Office.

ENVIRONMENTAL PROTECTION

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 99 of the Articles of Association of the Company, Sh. S.L.Khemka and Sh. K.K.Kapur, Directors of the Company, are due to retire by rotation and, being eligible, offer themselves for re-appointment.

During the year, Sh. K.M.S. Ahluwalia was appointed as an Additional Director of the company with effect from 1st September 2012. Pursuant to the provisions of section 257 of the Companies Act, 1956, Company has received notice from a Member proposing the candidature of Sh. K.M.S.Ahluwalia for the office of Director and the requisite fee has been deposited. Your Directors recommend the appointment of Sh. K.M.S.Ahluwalia. The information on the particulars of Director eligible for re-appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes to the notice convening the Annual General Meeting.

AUDITORS

The retiring Auditors of the Company M/s.S.R.Batliboi & Co. LLP, Chartered Accountants (erstwhile M/s S.R.Batliboi & Co.(Firm), Chartered Accountants) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Company has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

AUDITORS'' REPORT

Qualification

Attention is invited to note 32 to the financial statements. The Company is disputing the entry tax liability of Rs. 350.17 lacs. The matter is pending for resolution for similar cases in the Hon''ble Supreme Court. The Company may have a liability of the entire entry tax, along with interest, should the matter be decided against the Company by the Hon''ble Supreme Court. Pending final outcome of this matter, we are unable to comment on the possible effects, if any, of the same on the accompanying financial statements. Our audit opinion on the financial statements for the previous year was also qualified in respect of the above matter.

Management Response

The facts of the case are mentioned in Note 32 of Notes to the financial statements. Company is of the view that if entry tax provision is made in the books of accounts and if the case is decided by the Court in favour of the Company, then we may be deprived of any refund of entry tax on the basis of "Doctrine of Unjust Enrichment", which has been applied in past in similar cases elsewhere.

COST AUDITORS

M/s. Shome & Banerjee, Cost Accountants, were appointed as Cost Auditors of the Company for conducting Cost Audit for the Financial Year ended 31st March, 2012.

The Cost Audit Report (xBRL) for the Financial Year ended 31st March, 2012, was filed with the Ministry of Corporate Affairs on 28th January, 2013 (due date was 28th February, 2013).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars of Board of Directors) Rules, 1988 as amended, are set out in Annexure ''I'', which forms part of the report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employees is given in Annexure ''II''.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange and the Delhi Stock Exchange.

DEPOSITORY SYSTEM

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2013, a total of 49,53,785 equity shares which form 94.36% of the share capital stand dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report and Certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed thereto.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by Clause 49 of the Listing Agreement, is already dealt with in various sections of this Report.

CAUTIONARY STATEMENT

Statements in this report, describing the Company''s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company''s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2012-13 are in conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operation.

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956; your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the annual accounts on a "going concern basis".

The Company''s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company''s approved policies and procedures have been followed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company''s employees at all levels.

For and on behalf of the Board of Directors

Indag Rubber Limited

Nand Khemka

Place: Delhi Chairman cum Managing Director

Date: May 10, 2013 DIN: 00211084

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Mar 31, 2012

The Directors are pleased to present the 33 Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS :

Particulars 2011-12 2010-11

(Rs. in lacs) (Rs. in lacs)

Sales and Operating Income 21634.40 15027.62

Profit before Interest & Depreciation 3059.64 1670.22

Finance Expenses 124.80 112.37

Profit before Depreciation 2934.84 1557.85

Depreciation 233.69 193.27

Profit before tax 2701.15 1364.58

Profit after tax 2087.13 1075.25

Transfer to General Reserve 210.00 107.60

Interim Dividend 78.75 78.75

Proposed Final Dividend 236.25 131.25

OPERATIONAL PERFORMANCE

During the year under review your Company has achieved a turnover of Rs. 216.34 crores as against Rs. 150.27 crores in the previous year. The Operational Profit, before making provision for interest and depreciation, amounted to Rs. 30.60 crores as against Rs. 16.70 crores in the previous year.

The Company has build up a strong ongoing relationship with customers and has worked rigorously to deliver value-for-money to its customers. With IT facility, the Company has faster and effective communication with its customers, which further strengthened sales, service and debt collection. During the year, your Company became almost a debt-free company.

There was a substantial increase in the prices of main raw materials, except natural rubber for a brief period during the year.

Your Company has taken several steps to reduce costs and increase operational efficiency, as a result of which, the Company made profits before tax of Rs. 27.01 crores compared to Rs. 13.65 crores in the previous year showing a growth of around 98%. This performance has been achieved by focusing on continuous improvement in operational efficiency, customer service, higher sale, effective working capital management and cost effective initiatives.

In the last quarter of the financial year 2011-2012, your Company launched a commercial range of new product named "Maxmile" in addition to its existing product range.

DIVIDEND

During the year your Directors declared an Interim dividend of Rs. 1.50 per share on October 10, 2011 which has been paid.

The Directors are pleased to recommend a final dividend of Rs. 4.50 per equity share thus making a total dividend of Rs. 6.00 per equity share for the financial year 2011-2012. The dividend is tax free in the hands of the shareholders.

INDUSTRY EXPERIENCE

The growth of tyre retreading industry is fuelled by a number of factors such as rise in prices of tyres, growth in vehicle population, increasing level of radialisation, development of national highways and increased hub & spoke transportation.

However, the steep rise in the cost of raw materials has already affected the retreading industry.

OPPORTUNITIES AND THREATS

India is still a bias tyre market in the truck segment. However, radialisation is picking up with the fleet operators due to longer life and fuel efficiency. Radial tyres are driven longer before needing to be retreaded compared to bias-ply tyres, which would impact overall retread volumes. With the fast pace of radialisation, retreaders need to upgrade their technology. Indag is imparting its knowledge and experience to various retreaders to deal with new situation arising with radialisation.

POSTAL BALLOT FOR ALTERATION OF OBJECT CLAUSE IN THE MEMORANDUM OF ASSOCIATION AND COMMENCEMENT OF BUSINESS

The existing Memorandum of Association contains a very restricted and limited object clause in view of historical reasons, which permitted taking up of production of procured retreads, URSG etc only. In order to enable your Company to utilize opportunities which may arise from time to time in various other sectors, and pursuant to the provisions of the Companies Act, 1956 and rules thereunder, consent of the shareholders of the Company for alteration of object clause of the Memorandum of Association of the Company was sought by means of Postal Ballot.

The special resolution(s) for alteration of object clause and commencement of new business were duly ctihrculated to all the members by postal ballot. The result of postal ballot would be declared on Wednesday, the 18 of April 2012 at 1:00 P.M., at the Registered Office of the Company.

RISKS AND THEIR MITIGATION

The Company is exposed to various risks which are normal in any business enterprise. The main ones, and the steps undertaken to mitigate these risks are mentioned below:-

- Financial risk: Credit risk on account of material supplied to customers has been mitigated to a large extent by insisting on number of parties to pay in advance before supplies are made. In case of others, PDC's are taken against supplies. The risk of delayed payment from STu's is controlled and managed by rigorous follow-up, supply of good quality tread etc., and obtaining PDC before delivery wherever possible.

- Increase in price of raw materials: Normal increase in prices of raw materials is generally factored while fixing product prices to the customers. Unexpected increases however do affect profitability till prices are revised to meet the increased costs. In case of fixed price contracts, mainly with STUs, unprecedented increase in raw material prices has serious impact on margins. Some STUs do not agree to tread prices being indexed to prices of raw material.

- Changes in government's policies: Changes in government policies can at times materially affect Company's financial position or investments. There is not much that can be done about it.

- Operational risk: Preventive maintenance is carried out to achieve high level of machine availability. Adequate inventory of stocks at each stage of operation is maintained to keep production going in case of any breakdown.

- Product risk: Research and development is continuously being undertaken to deliver better products, service and value to end-customers.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations at its Head Office, Plants and Depots. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining accountal of assets. The Company has adequate Budgetary Control System and actual performance is constantly monitored by the management. The Company has well designed organization structure, authority levels and internal guidelines and rules.

Independent internal auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out resulting in identification of control deficiencies, opportunities for bridging gaps with best practices. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

The external auditors have evaluated the system of internal controls in the Company and have reported that the same is adequate and commensurate with the size of the Company and the nature of its business.

HUMAN RESOURCE DEVELOPMENT

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. Your Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. There were 298 regular employees during the year.

COMMITMENT TO QUALITY

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2008 standards at Nalagarh Plant and Head Office.

ENVIRONMENT PROTECTION

Anti pollution systems are fully installed and operational. Continuous efforts to nurture and preserve the environment are pursued.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 99 of the Articles of Association of the Company, Mr. P. R. Khanna, Director of the Company retires by rotation and being eligible offers himself for re- appointment.

During the year, Prof. Hitendra Wadhwa had tendered his resignation w.e.f. February 15, 2012 from the directorship of the Company. The Board appreciated the contribution made by Prof. Hitendra Wadhwa during his tenure with the Company.

The information on the particulars of Director eligible for re-appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes to the notice convening the Annual General Meeting.

AUDITORS

The retiring Auditors of the Company, M/s S. R. Batliboi & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

AUDITORS' REPORT

Observation

Attention is invited to note 33 to the financial statements. The Company is disputing the entry tax liability of Rs. 193.15 lacs. The matter is pending for resolution for similar cases in the Hon'ble Supreme Court. The Company may have a liability of the entire entry tax, along with interest, should the matter be decided against the Company by the Hon'ble Supreme Court. Pending final outcome of this matter, we are unable to comment on the possible effects, if any, of the same on the accompanying financial statements.

Management Response

The facts of the case are mentioned in Note 33 of Notes to the financial statements. Company is of the view that if entry tax provision is made in the books of accounts and if the case is decided by the Court in favour of the Company, then we may be deprived of any refund of entry tax on the basis of "Doctrine of Unjust Enrichment", which has been applied in similar cases elsewhere.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars of Board of Directors) Rules, 1988 as amended, are set out in Annexure 'I', which forms part of the report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employees is given in Annexure 'II'.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange Limited and the Delhi Stock Exchange.

DEPOSITORY SYSTEM

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2012, a total of 3661034 equity shares which form 69.73% of the share capital stand dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report and the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed thereto.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by Clause 49 of the Listing Agreement, is already dealt with in various sections of this Report.

CAUTIONARY STATEMENT

Statements in this report, describing the Company's objectives, expectations and/or predictions may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2011-12 are in conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation.

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956; your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the annual accounts on a "going concern basis".

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's approved policies and procedures have been followed.

APPRECIATIONS

Your Directors also wish to place on record their appreciation for the continuous support received from the shareholders, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.

For and on behalf of the Board of Directors INDAG RUBBER LIMITED

P. R. KHANNA

Place: Delhi DIRECTOR

Date: April 16, 2012 (DIN: 00048800)

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Mar 31, 2011

THE MEMBERS,

The Directors are pleased to present the 32th Annual Report together with the Audited Statement of Accounts of the Company for the accounting year ended March 31,2011. Managements discussion and Analysis has been included as part of this report.

FINANCIAL RESULTS:

Particulars 2010-11 2009-10 (Rs. in (Rs. in lacs) lacs)

Sales and Operating Income 15027.62 11213.06

Profit before Interest & Depreciation 1670.22 1396.41

Finance Expenses 112.37 41.12

Profit before Depreciation 1557,85 1355.29

Depreciation 193.27 163.27

Profit before tax 1364.58 1192.02

Profit after tax 1075.25 1157.36

Interim Dividend 78.75 78.75

Proposed Final Dividend 131.25 131,25

OPERATIONAL PERFORMANCE

During the year under review your company has achieved a turnover of Rs. 150.27 crores as against Rs. 112.13 crores in the previous year. The Operational Profit, before making provision for interest and depreciation, amounted to Rs. 16.70 crores as against Rs. 13.96 crores in the previous year.

The year saw unprecedented increase in the prices of raw materials in the second hall The price of Natural Rubber as well as Synthetic Rubber increased by over 50% between October 2010 to February, 2011. As a result we were compelled to increase the price of our products on more than one occasion during this period. There was considerable consumer resistance which adversely affected the demand.

Due to employment of funds for expansion and for meeting the high cost of raw materials, the working capital requirements increased substantially resulting in increase in interest and financing cost from Rs. 0.41 Crores in the previous year to Rs. 1.12 Crores in the current year.

Your company has taken several steps to reduce costs and increase operational efficiency, as a result of which, the company despite inflationary pressures made profits before tax of Rs.13.65 Crores compared to Rs.11.92 Crores in the previous year showing a growth of 14%.

Your company was enjoying 100% Income Tax exemption for previous five years which ended in financial year 2009- 2010. During next five years only 30% of the profits will be exempt from income tax.

The company will continue its efforts to grow so that impact of loss of tax benefit is minimized.

DIVIDEND

During the year your directors declared Interim dividend of Rs. 1.50 per share on November 9. 2010 which has been paid.

The Directors are pleased to recommend a final dividend of Rs.2,50 per equity share thus making a total dividend of Rs.4.00 per equity share for the financial year 2010-2011. The dividend is tax free in the hands of the shareholders.

DIRECTORS

In accordance with Article 99 of the Articles of Association of the Company, Mr.R.Parameswar and Mr. S L Khemka while retire from office by rotation, and being eligble, offer themselves for re-appointment.

Pursuant to the terms of appointment,Mr.K.K.Kapur will vacate the office of WholeTime Director on 31st May 2011.The Board has recommended to re appoint Mr.K.K.Kapur as Whole Time Director for further period of five years on the terms and conditions as set out in the notice.

AUDITORS'REPORT

The observations ot the Auditors are self-explanatory and, do not call for any further comments.

AUDITORS

The Auditors of the Company S.R.Batliboi & Company, Chartered Accountants, retire the conclusion of the ensuring Annual General Meeting and being eligble, offer themselves for re-appiontment. The requisite certificate under section 224(1B) of the Companies Act 1956 has been received from them.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act 1956,read with the Companies(Particular of Employees)Rules 1975 as amended,regarding employees is given in Annexure II.

RESEARCH AND DEVELOPMENT/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNING AND OUTGO.

The information to be disclosed under Section 217(1)(e) of the Companies Act 1956,read with the Companies (Disclosure of Particulars in the Report of the Board of Directors)Rules 1988,is appended here to as Annexure-I an forms part of this Report.

LISTING

Your Company is listed with the Stock Exchanges of Mumbai and Delhi.

DEPOSITARY SYSTEM

The Shares of your Company are being traded in electronic form and the Company established connectivity with both the depositories i.e., National Securities Depoaitory Limited (NSDL) and Central Depository Services (India) Limited (CSDL).In view of the numerous advantages offered by the Depository system,members are requested avail the facility of demateralization of the shares on either of the Depositories as aforesaid.As on March 31,2011 total of 1677245 equity shares which forms 31.95%of the share capital demateralized.

CORPORATE GOVERNANCE

A seperate report on Corporate Governance is included inthe Annual Report and the Certificate from the practical Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in clause 49 the Listing Agreement is annexed thereto.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussionand.AnalysisReport.as required by clause49of the listing agreement, are already dealt with in various sections of this Report.

CAUTIONERY STATEMENT

Statements in this report, describe the Company's objectives, expectations and/or predictions may be forward looking within the meaning of applicable securities law and regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence, the company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods Ability of inputs and their prices, changes in the Government policies, regulations tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Finance Year 2010-11 are in conformity with the requirements of the Companies Act, 1956. They believe that the Financial statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation.

Your Directors further confirm that:

i. in presentation of the Annual Accounts, applicable Accounting Standards have been followed.

ii. The accounting policies as disclosed in Annual Accounts are consistently applied and reasonable prudent of the Financial Year.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the Annua! Accounts on a going concern basis.

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's approved policies and procedures have been followed.

APPRECIATIONS .

Your Directors also wish to place on record their appreciation for the continuous support received from the shareholders, customers, suppliers and the Company's employees at all levels.

For and on behalf of the Board INDAG RUBBER LIMITED

NAND KHEMKA CHAIRMAN CUM MANAGING DIRECTOR

New Delhi April18.2011

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Mar 31, 2010

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts of the Company for the accounting year ended March 31, 2010. Managements discussion and Analysis has been included as part of this report.

FINANCIAL RESULTS :

Particulars 2009-10 2008-2009
Sales and Operating Income 11213.06 7648.80

Profit before Interest & Depreciation 1396.41 1048.68

Finance Expenses 41.12 139.13

Profit before Depreciation 1355.29 909.55

Depreciation 63.27 142.25

Net Profit for the year 92.02 767.30

Interim Dividend 78.76 --

Proposed Final Dividend 131.75 105.00

Transferred to General Reserve 116.20 70.00

OPERATIONAL PERFORMANCE

During the year under review your company has achieved a turnover of Rs.112.13 crores as against Rs. 76.48 crores in the previous year. The Operational Profit, before making provision for interest and depreciation, amounted to Rs. 13.96 crores as against Rs. 10.48 crores in the previous year.

The recent increase in raw material prices has exerted pressure on operating costs.

We have increased our operational efficiencies and fine- tuned our manufacturing processes to refine quality levels even further. The company has put in efforts to go the extra mile in ensuring higher productivity and quality.

The company has completed an expansion of its manufacturing plant at Nalagarh, Himachal Pradesh. As a result of this expansion, the monthly production capacity of Precured Tread Rubber of the plant stands now at around 1200 tons a month besides over 1800 tons of uncured rubber gum. This expansion was completed in a record time enabling the company to avail the benefits of excise etc, on the increased production for nearly next five years.

The financial year saw the company registering increased sales in all the customer segments that it operates in i.e. retail, institutional and exports.

Due to increased demand of our primary product i.e. Precured tread rubber, product accessories such URSG and vulcanizing cement saw a heightened demand. We were manufacturing to capacity and still not able to meet the demand of all the customers. The increase in capacity because of expansion would now allow us to meet this demand.

DIVIDEND

During the year your directors declared Interim dividend of Rs. 1.50 per share on October 13, 2009, which has been paid.

The Directors are pleased to recommend final dividend of Rs.2.50 per equity share thus making a total of Rs.4.00 per equity share for the financial year 2009-2010. The dividend is tax free in the hands of the shareholders.

INDUSTRY EXPERIENCE

Customers have become more cost conscious and competition more fierce. The past year saw new entrants in the form of Tyre companies launching their own brand of retreads. The response so far has been tepid and we are confident of holding our own against these entrants.

The established network of the company by way of dealers has allowed fast delivery of material to customers wherever they may be. This has given our customers an added advantage over the competition in lowering their working capital requirements.

Since tread compounds and patterns also contribute to a tyres fuel efficiency, we continue working on new cofnpounds and designs to help customers with fuel economy and eco-friendly retreads.

OPPORTUNITIES AND THREATS

The tyre retreading industry as whole has seen growth over the past year. The level of radialization is steadily increasing which necessitates the use of best quality retreads to get the maximum benefit out of the use of radial tyres. Further, the transportation industry is slowly adopting a hub and spoke model, thus allowing for the use of more retreads as transporters prefer to use retreads on short distances.

The presence of local manufacturers who are producing low quality tread rubber poses a big threat to the industry as a whole. The absence of quality manufacturing standards in retread industry hurts the consumer confidence in retreading in general.

The steep rise in raw material prices poses another major threat to retreading industry.

RISKS AND THEIR MITIGATION

The Company is exposed to various risks which are normal in any business enterprise. The main ones and the steps undertaken to mitigate these risks are mentioned below:-

- Financial risk: Credit risk on account of material supplied to customers has been mitigated to a large extent by insisting on large number of parties to pay in advance before supplies are made. In the case of others PDCs are taken against supplies. The risk of delayed payment from STUs is controlled and managed by rigorous follow-up.

- Increase in price of raw materials: Normal increase in prices of raw materials is generally factored while fixing product prices to the customers. Unexpected increases however do affect profitability till prices are revised to meet the costs. In case of fixed price contracts, unprecedented increase in raw material prices have serious impact on margins.

- Changes in governments policies: Changes in government policies can at times materially effect companys financial position or investments. There is little that can be done about it.

- Operational risk: Preventive maintenance is carried out to achieve high level of machine availability. Adequate inventory of stocks at each stage of operation is maintained to keep production going on in case of any breakdown.

- Product risk: Research and development is being undertaken to deliver better products, service and value to end-customers.

HUMAN RESOURCE DEVELOPMENT

During the year the company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. We believe in empowering our employees through greater knowledge, team spirit and developing greater sense of responsibility. There were 211 regular employees during the year.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations at its Head Office, Plants and depots. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining accountal of assets. The Company has adequate Budgetary Control System and actual performance is constantly monitored by the management. The Company has well designed organization structure, authority levels and internal guidelines and rules. Independent internal auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out resulting in identification of control deficiencies, opportunities for bridging gaps with best practices. The findings of Internal audit are reviewed by the top management and by the Audit Committee of the Board of Directors. The external auditors have evaluated the system of internal controls in the company and have reported that the same is adequate and commensurate with the size of the Company and the nature of its business.

COMMITMENT TO QUALITY

Indag recognizes quality as a pre-requisite for its operations and has implemented ISO 9001:2000 standards at Nalagarh plant and Head Office.

ENVIRONMENT PROTECTION

Anti pollution systems are fully installed and operational. Continuous efforts to nurture and preserve the environment are pursued.

DIRECTORS

In accordance with Article 99 of the Articles of Association of the Company, Sh. P.R.Khanna and Sh.K.K.Kapur will retire from office by rotation, and being eligible, offer themselves for re-appointment.

The Board at its meeting held on January 13, 2010 appointed Mr. Nand Khemka as Chairman cum Managing Director for a period of five years effective April 1, 2010. Approval of the Members to the above appointment was sought and obtained by way of postal ballot.

AUDITORS REPORT

The observations of the Auditors are self-explanatory and, do not call for any further comments.

AUDITORS

The retiring auditors of the Company, S.R.Batliboi & Associates, Chartered Accountants, have expressed their unwillingness to be reappointed for the next year.

The company has received special notice from a member signifying the intention to propose the appointment of M/s. S R Batliboi & Company, Chartered Accountants as the Statutory Auditors of the company. The requisite certificate under section 224(1 B) of the Companies Act 1956 has been received from them.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, regarding employees is given in Annexure II.

RESEARCH AND DEVELOPMENTflTECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNING AND OUTGO.

The information to be disclosed under Section 217 (1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is appended hereto as Annexure -I and forms part of this Report.

LISTING

Your Company is listed with the Stock Exchanges of Mumbai and Delhi. DEPOSITORY SYSTEM

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of the shares on either of the Depositories as aforesaid. As on March 31, 2010, a total of 1661171 equity shares which forms 31.64% of the share capital stands dematerialized. CORPORATE GOVERNANCE

A separate report on Corporate Governance is included in the Annual Report and the Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement is annexed thereto.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by clause 49 of the listing agreement, is already dealt with in various sections of this Report.

CAUTIONERY STATEMENT

Statements in this report, describing the Companys objectives, expectations and/or predictions may be forward looking within the meaning of applicable securities law and regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and "ieir prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2009-2010 are in conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operation.

Your Directors further confirm that:

i. in presentation of the Annual Accounts, applicable Accounting Standards have been followed.

ii. the accounting policies as disclosed in Annual Accounts are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

The Companys Internal Auditors have conducted periodic audits to provide reasonable assurance that the Companys approved policies and procedures have been followed.

ACKNOWLDGEMENT

Your Directors also wish to place on record their appreciation for the continuous support received from the shareholders, customers, suppliers and the Companys employees at all levels.

For and on behalf of the Board INDAG RUBBER LIMITED

New Delhi NAND KHEMKA

April 15, 2010 CHAIRMAN